Unassociated Document


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      D

     

    RISK
      FACTORS

    


    THERE
      IS
      A LIMITED MARKET FOR OUR COMMON STOCK WHICH MAY MAKE IT MORE DIFFICULT FOR
      YOU
      TO SELL YOUR STOCK.

    


    There
      is
      a limited trading market for our common stock. On June 6, 2008, the Company
      provided NASDAQ with notice of its intent to voluntarily delist from The NASDAQ
      Stock Market, which notice was amended on June 10, 2008. The Company is
      voluntarily delisting to reduce and more effectively manage its regulatory
      and
      administrative costs, and to enable Company management to better focus on its
      business on developing the natural gas drilling rights recently acquired in
      connection with the acquisition of Davy Crockett Gas Company, LLC, which was
      announced on May 9, 2008. 

    


    The
      Company has requested that its shares be suspended from trading on NASDAQ at
      the
      open of the market on June 16, 2008. The Company’s shares have been accepted for
      quotation and trading on the OTC Bulletin Board under the symbol "EMVL." The
      Company filed a Form 25 with the Securities and Exchange Commission on June
      16,
      2008. The Company expects that the delisting from NASDAQ will be effective
      or on
      or about June 26, 2008. Accordingly, there can be no assurance as to the
      liquidity of any markets that may develop for our common stock, the ability
      of
      holders of our common stock to sell our common stock, or the prices at which
      holders may be able to sell our common stock.

    


    OUR
      STOCK PRICE MAY BE VOLATILE.

    


    The
      market price of our common stock is likely to be highly volatile and could
      fluctuate widely in price in response to various factors, many of which are
      beyond our control, including:

    


    
      	 	
              ·

            	
              new
                products and services by our
                competitors;

            


    

    
      	 	
              ·

            	
              additions
                or departures of key personnel;

            


    

    
      	 	
              ·

            	
              sales
                of our common stock;

            


    

    
      	 	
              ·

            	
              our
                ability to integrate operations, technology, products and
                services;

            


    

    
      	 	
              ·

            	
              our
                ability to execute our business
                plan;

            


    

    
      	 	
              ·

            	
              operating
                results below expectations; 

            


    

    
      	 	
              ·

            	
              loss
                of any strategic relationship;

            


    

    
      	 	
              ·

            	
              industry
                developments;

            


    

    
      	 	
              ·

            	
              economic
                and other external factors; and

            


    

    
      	 	
              ·

            	
              period-to-period
                fluctuations in our financial
                results.

            


    

    


    Because
      we have a limited operating history, you may consider any one of these factors
      to be material. Our stock price may fluctuate widely as a result of any of
      the
      above listed factors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      addition, the securities markets have from time to time experienced significant
      price and volume fluctuations that are unrelated to the operating performance
      of
      particular companies. These market fluctuations may also materially and
      adversely affect the market price of our common stock.

    


    OUR
      COMMON STOCK WILL BE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC.


    


    The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require:
      

    


    
      	
            	·	
              that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and 

            


    

    
      	
            	·	
              the
                broker or dealer receive from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased. 

            


    

    


    In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must: 

    


    
      	
            	·	
              obtain
                financial information and investment experience objectives of the
                person;
                and 

            


    

    
      	
            	·	
              make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks. 

            


    

    


    The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form: 

    


    
      	
            	·	
              sets
                forth the basis on which the broker or dealer made the suitability
                determination; and 

            


    

    
      	
            	·	
              that
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.

            


    

    


    Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our common stock and cause a decline in the market value of our stock.


    


    Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THE
      ISSUANCE OF SHARES THROUGH OUR STOCK COMPENSATION PLANS MAY DILUTE THE VALUE
      OF
      EXISTING STOCKHOLDERS AND MAY AFFECT THE MARKET PRICE OF OUR STOCK.

     

    We
      may
      use stock options, stock grants and other equity-based incentives, to provide
      motivation and compensation to our officers, employees and key independent
      consultants. The award of any such incentives will result in an immediate and
      potentially substantial dilution to our existing stockholders and could result
      in a decline in the value of our stock price. The exercise of these options
      and
      the sale of the underlying shares of common stock and the sale of stock issued
      pursuant to stock grants may have an adverse effect upon the price of our
      stock.

    


    WE
      HAVE
      NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE.
      ANY RETURNS ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON
      STOCK.

    


    We
      have
      never paid cash dividends on our common stock and do not anticipate paying
      cash
      dividends in the foreseeable future. The payment of dividends on our common
      stock will depend on earnings, financial condition and other business and
      economic factors affecting it at such time as the board of directors may
      consider relevant. If we do not pay dividends, our common stock may be less
      valuable because a return on your investment will only occur if its stock price
      appreciates.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EMVELCO
      CORP.

    
      Subscription
        Agreement

      


      EMVELCO
        CORP.

      1061
1⁄2
N.
        Spaulding Ave.

      Los
        Angeles, CA 90046

      


      Gentlemen:

      


      You
        have
        informed the undersigned (the “Purchaser”) that Emvelco Corp., a Delaware
        corporation, (the “Company”) wishes to raise a minimum of Fifty Thousand Dollars
        ($50,000) and a maximum of Five Hundred and Twenty-Five Thousand Dollars
        ($525,000) from various persons by selling 525,000 shares of the Company’s
        Common Stock, $0.001 par value (the “Shares”), at a price of One Dollar ($1.00)
        per Share. Each Offering Unit will be issued with 200,000 convertible Warrants.
        Specifically, 200,000 of the Warrants are convertible upon exercise to one
        (1)
        Common Share of stock at $1.50 per share for a term of four (4) years.
        Notwithstanding the foregoing, however, the Warrants may be converted to
        Common
        Shares only if EMVELCO issues Twenty-Five Million (25,000,000) or more of
        its
        Common Stock so that there are at least Thirty Million (30,000,000) authorized
        Shares at the time of any conversion term. 

      


      I
        have
        received, read, and understand the Limited Offering Memorandum dated June
        6,
        2008 (the “Memorandum”). I further understand that my rights and
        responsibilities as a Purchaser will be governed by the terms and conditions
        of
        this Subscription Agreement, the Memorandum and the Shares (the “Share
        Documents”). I understand that you will rely on the following information to
        confirm that I am an “Accredited Investor”, as defined in Regulation D
        promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
        or one of 35 Non-Accredited Investors that will be allowed to purchase Shares
        in
        this Offering (subject to Company approval), and that I am qualified to be
        a
        Purchaser.

      


      This
        Subscription Agreement is one of a number of such subscriptions for Shares.
        By
        signing this Subscription Agreement, I offer to purchase and subscribe from
        the
        Company the number of Shares set forth below on the terms specified herein.
        The
        Company reserves the right, in its complete discretion, to reject any
        subscription offer or to reduce the number of Shares allotted to me. If this
        offer is accepted, the Company will execute a copy of this Subscription
        Agreement and return it to me. I understand that commencing on the date of
        this
        Memorandum all funds received by the Company in full payment of subscriptions
        for Shares will be deposited in an escrow account. The Company has set a
        minimum
        offering proceeds figure of $50,000 for this Offering. All proceeds from
        the
        sale of Shares will be delivered directly to the Company and be available
        for
        its use.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      SUBSCRIPTION
        PAID FOR IN FULL PURSUANT TO THAT CERTAIN LIMITED LIABILITY COMPANY OPERATING
        AGREEMENT DATED JUNE 30, 2008 IN CONNECTION WITH VORTEX OCEAN ONE,
        LLC.

       

      1.
        Accredited
        Investor.
        I am an
        Accredited Investor because I qualify within one of the following
        categories:

      


      Please
        Check The Appropriate Category

      


      _____
        $1,000,000 Net Worth.

      A
        natural
        person whose individual net worth, or joint net worth with that person’s spouse,
        at the time of his purchase exceeds $1,000,000.

      


      ______________

      Purchaser’s
        Initials

      


      _____
        $200,000/$300,000 Income.

      A
        natural
        person who had an individual income in excess of $200,000 (including
        contributions to qualified employee benefit plans) or joint income with such
        person’s spouse in excess of $300,000 per year in each of the two most recent
        years and who reasonably expects to attain the same individual or joint levels
        of income (including such contributions) in the current year.

      


      _____
        Director or Officer of Issuer.

      Any
        director or executive officer of the Company

      


      _____
        All
        Equity Owners In Entity Are Accredited.

      An
        entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of
        the
        equity owners are Accredited Investors as defined herein.

      


      _____
        Corporation.

      A
        corporation not formed for the specific purpose of acquiring the Shares offered,
        with total assets in excess of $5,000,000.

      


      _____
        Other Accredited Investor.

      Any
        natural person or entity which qualifies as an Accredited Investor pursuant
        to
        Rule 501(a) of Regulation D promulgated under the Act; specify basis for
        qualification:

      


      ________________________________________________________________________

      


      ________________________________________________________________________

      


      ________________________________________________________________________

      


      ______One
        of 35 Non-Accredited Investors that may be allowed to invest in the offering
        

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      2.
        Representations
        and Warranties.
        I
        represent and warrant to the Company that:

      


      (a)
        I (i)
        have adequate means of providing for my current needs and possible contingencies
        and I have no need for liquidity of my investment in the Shares, (ii) can
        bear
        the economic risk of losing the entire amount of my investment in Shares,
        and
        (iii) have such knowledge and experience that I am capable of evaluating
        the
        relative risks and merits of this investment; (iv) the purchase of Shares
        is
        consistent, in both nature and amount, with my overall investment program
        and
        financial condition. 

      


      (a) The
        address set forth below is my true and correct residence, and I have no
        intention of
        becoming a resident of any other state or jurisdiction.

      


      (b) I
        have
        not utilized the services of a “Purchaser Representative” (as defined in
Regulation
        D promulgated under the Securities Act) because I am a sophisticated,
        experienced investor, capable of determining and understanding the risks
        and
        merits of this investment.

      


      ______________

      Purchaser’s
        Initials

      


      (d)
        I
        have received and read, and am familiar with the Share Documents, including
        the
        Memorandum and the forms of certificate for Shares. All documents, records
        and
        books pertaining to the Company and the Shares requested by me, including
        all
        pertinent records of the Company, financial and otherwise, have been made
        available or delivered to me.

      


      (e)
        I
        have had the opportunity to ask questions of and receive answers from the
        Company’s officers and representatives concerning the Company’s affairs
        generally and the terms and conditions of my proposed investment in the
        Shares.

      


      (f)
        I
        understand the risks implicit in the business of the Company. Among other
        things, I understand that there can be no assurance that the Company will
        be
        successful in obtaining the funds necessary for its success. If only a fraction
        of the maximum amount of the Offering is raised, the Company may not be able
        to
        expand as rapidly as anticipated, and proceeds from this Offering may not
        be
        sufficient for the Company’s long term needs.

      


      (g)
        Other
        than as set forth in the Memorandum, no person or entity has made any
        representation or warranty whatsoever with respect to any matter or thing
        concerning the Company and this Offering, and I am purchasing the Shares
        based
        solely upon my own investigation and evaluation.

      


      (h) I
        understand that no Shares have been registered under the Securities Act,
        nor
        have they
        been
        registered pursuant to the provisions of the securities or other laws of
        applicable jurisdictions. 

      


      (i)
        The
        Shares for which I subscribe are being acquired solely for my own account,
        for
        investment and are not being purchased with a view to or for their resale
        or
        distribution. In order to induce the Company to sell Shares to me, the Company
        will have no obligation to recognize the ownership, beneficial or otherwise,
        of
        the Shares by anyone but me.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      (j)
        I am
        aware of the following:

      


      
        	
              	(i)	
                The
                  Shares are a speculative investment which involves a high degree
                  of
                  risk;
                  and

              


      

      


      
        	
              	(ii)	
                My
                  investment in the Shares is not readily transferable; it may not
                  be
                  possible for
                  me to liquidate my investment.

              


      

      


      
        	
              	(iii)	
                The
                  financial statements of the Company have merely been compiled,
                  and
                  have
                  not been reviewed or audited.

              


      

      


      
        	
              	(iv)	
                There
                  are substantial restrictions on the transferability of the Shares
                  registered
                  under the Securities Act; and

              


      

      


      ______________

      Purchaser’s
        Initials

      


      
        	
              	(v)	
                No
                  federal or state agency has made any finding or determination as
                  to the
                  fairness
                  of the Shares for public investment nor any recommendation
                  or endorsement
                  of the Shares;

              


      

      


      (k)
        Except as set forth in the Memorandum, none of the following information
        has
        ever been represented, guaranteed, or warranted to me expressly or by
        implication, by any broker, the Company, or agents or employees of the
        foregoing, or by any other person:

       

      
        	
              	(i)	
                The
                  appropriate or exact length of time that I will be required to
                  hold the
                  Shares;

              


      

      


      
        	
              	(ii)	
                The
                  percentage of profit and/or amount or type of consideration, profit,
                  or
                  loss
                  to be realized, if any, as a result of an investment in the Shares;
                  or

              


      

      


      
        	
              	(iii)	
                That
                  the past performance or experience of the Company, or associates,
                  agents,
                  affiliates, or employees of the Company or any other person, will
                  in
                  any
                  way indicate or predict economic results in connection with the
                  purchase
                  of
                  Shares;

              


      

      


      
        	
              	(iv)	
                The
                  amount of dividends or distributions that the Company will
                  make;

              


      

      


      (l)
        I
        have not distributed the Memorandum to anyone, no other person has used the
        Memorandum, and I have made no copies of the Memorandum; and

      


      (m)
        I
        hereby agree to indemnify and hold harmless the Company, its officers,
        directors, and representatives from and against any and all liability, damage,
        cost or expense, including reasonable attorneys fees, incurred on account
        of or
        arising out of:

      


      
        	
              	(i)	
                Any
                  inaccuracy in the declarations, representations, and warranties
                  set forth
                  above;

              


      

      


      
        	
              	(ii)	
                The
                  disposition of any of the Shares by me which is contrary to the
                  foregoing
                  declarations,
                  representations, and warranties;
                  and

              


      

      


      
        	
              	(iii)	
                Any
                  action, suit or proceeding based upon (1) the claim that said
                  declarations, representations,
                  or warranties were inaccurate or misleading or otherwise cause
                  for obtaining damages or redress from the Company; or (2) the disposition
                  of any of the Shares.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      (n)
        By
        entering into this Subscription Agreement, I acknowledge that the Company
        is
        relying on the truth and accuracy of my representations.

      


      The
        foregoing representation and warranties are true and accurate as of the date
        hereof, shall be true and accurate as of the date of the delivery of the
        funds
        to the Company and shall survive such delivery. If, in any respect, such
        representations and warranties are not true and accurate prior to delivery
        of
        the funds, I will give written notice of the fact to the Company, specifying
        which representations and warranties are not true and accurate and the reasons
        therefor.

      


      _______________

      Purchaser’s
        Initials

      


      3. Transferability.
        I
        understand that I may sell or otherwise transfer my Shares only if registered
        under the Securities Act or I provide the Company with an opinion of counsel
        acceptable to the Company to the effect that such sale or other transfer
        may be
        made in absence of registration under the Securities Act. I have no right
        to
        cause the Company to register the Shares. Any certificates or other documents
        representing my Shares will contain a restrictive legend reflecting this
        restriction, and stop transfer instructions will apply to my
        Shares.

      


      4. Indemnification.
        I
        understand the meaning and legal consequences of the representations and
        warranties contained in Paragraph 2 hereof, and I will indemnify and hold
        harmless the Company, its officers, directors, and representatives involved
        in
        the offer or sale of the Shares to me, as well as each of the managers and
        representatives, employees and agents and other controlling persons of each
        of
        them, from and against any and all loss, damage or liability due to or arising
        out of a breach of any representation or warranty of mine contained in this
        Subscription Agreement.

      


      5.
        Revocation.
        I will
        not cancel, terminate or revoke this Subscription Agreement or any agreement
        made by me hereunder and this Subscription Agreement shall survive my death
        or
        disability.

      


      6.
        Termination
        of Agreement.
        If this
        subscription is rejected by the Company, then this Subscription Agreement
        shall
        be null and void and of no further force and effect, no party shall have
        any
        rights against any other party hereunder, and the Company shall promptly
        return
        to me the funds delivered with this Subscription Agreement.

      


      7.
        Miscellaneous.

      


      
        	(a)	
                This
                  Subscription Agreement shall be governed by and construed in accordance
                  with the
                  substantive law of the State of
                  California.

              


      

      


      
        	(b)	
                This
                  Subscription Agreement constitutes the entire agreement between
                  the
                  parties hereto
                  with respect to the subject matter hereof and may be amended only
                  in
                  writing and
                  executed by all parties.

              


      

      


      8.
        Ownership
        Information.
        Please
        print here the total number of Shares to be purchased, and the exact name(s)
        in
        which the Shares will be registered.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Total
        Shares:_________________

       

      Name(s):_____________________________________________________________

      _____
        Single Person

      _____
        Husband and Wife, as community property

      _____
        Joint Tenants (with right of survivorship)

      _____
        Tenants in Common

      _____
        A
        Married Person as separate property

      _____
        Corporation or other organization

      _____
        A
        Partnership

      _____
        Trust

      _____
        IRA

      ______________

      Purchaser’s
        Initials

      


      _____
        Tax-Qualified Retirement Plan

      (i)
        Trustee(s)/
        Custodian____________________________________________________

      (ii)
        Trust
        Date_____________________________________________________________

      (iii)
        Name of
        Trust__________________________________________________________

      (iv)
        For
        the Benefit
        of________________________________________________________

      


      _____
        Other:_________________________________________________________________________

      (please
        explain)

      


      Social
        Security or Tax
        I.D.#:_______________________________________________________________

      


      Residence
        Address:

      


      __________________________________________________________________________________________

      Street
        Address

      __________________________________________________________________________________________

      City                 State                     Zip

       

      Mailing
        Address: (Complete only if different from residence)

      


      ___________________________________________________________________________________________

      Street
        Address (If P.O. Box, include address for surface delivery if different than
        residence)

      


      ____________________________________________________________________________________________

      City                 State                     Zip

      


      Phone
        Numbers

      


      Home:
        (_______)_____________________

      Business:
        (_______)___________________

      Facsimile:
        (_______)___________________

      


      ______________

      Purchaser’s
        Initials

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      9.
        Date
        and Signatures.
        Dated
        ______________________________, 2008.

       

      
        	Signatures	 	 	Purchaser
                Name (Print)	 
	 	 	 	 	 
	 	 	 	 	 
	(Each
                co-owner or joint owner must sign - “Purchaser Name”)	 	Names
                must be signed exactly as listed under


      

      


      ACCEPTED:

      


      EMVELCO
        CORP.


      


      
        	
                By:

              	 	 	
                Dated:______________________,
                  2008

              
	
                YOSSI
                  ATTIA

              	 	 
	
                President

              	 	 


      

      


      ______________

      Purchaser’s
        Initials

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      EMVELCO
        CORP. 

      Investor
        Suitability Questionnaire


      


      To:
        Prospective purchasers of Shares of Common Stock (the “Shares”) offered by
        EMVELCO CORP. (the “Company”).

      


      The
        Purpose of this Questionnaire is to solicit certain information regarding
        your
        financial status to determine whether you are an “Accredited Investor,” as
        defined under applicable federal and state securities laws, and otherwise
        meet
        the suitability criteria established by the Company for purchasing Shares.
        This
        questionnaire is not an offer to sell securities.

      


      Your
        answers will be kept as confidential as possible. You agree, however, that
        this
        Questionnaire may be shown to such persons as the Company deems appropriate
        to
        determine your eligibility as an Accredited Investor or to ascertain your
        general suitability for investing in the Shares.

      


      Please
        answer all questions completely and execute the signature
        page

      


      A.
        Personal

      


      1.
        Name:________________________________________________________________________

      


      2.
        Address of Principal
        Residence:____________________________________________________

       

      ______________________________________________________
        County:__________________

      


      3.
        Residence Telephone: (______)__________________________________

      


      4.
        Where
        are you registered to
        vote?___________________________________________________

      


      5.
        Your
        driver’s license is issued by the following
        state:_____________________________________

      


      6.
        Other
        Residences or Contacts: Please identify any other state where you own a
 residence,
        are registered to vote, pay income taxes, hold a driver’s license or have any
 other
        contacts, and describe your connection with such state:

      


      __________________________________________________________________________________

      


      __________________________________________________________________________________

      


      7.
        Please
        send all correspondence to:

      


      (1)_____
        Residence Address (as set forth in item A-2)

       

      (2)_____
        Business Address (as set forth in item B-1)

      


      8.
        Date
        of
        Birth:___________________________________________________________________________

      


      9.
        Citizenship:____________________________________________________________________________

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      10.
        Social Security or Tax I.D.
        #:_______________________________________________________________

       

      B.
        Occupations and Income

      


      1.
        Occupation:_________________________________________________________

      


      (a)
        Business Address:______________________________________________

       

      _______________________________________________________________

      


      (b)
        Business Telephone Number: (______)______________________________

      


      2.
        Gross
        income during each of the last two years exceeded:

      


      (1)_____$25,000          
        (2)_____$50,000

      


      (3)_____$100,000         (4)_____$200,000

      


      3.
        Joint
        gross income with spouse during each of the last two years exceeded
        $300,000

      


      (1)_____Yes             (2)_____No

      


      4.
        Estimated gross income during current year exceeds:

      


      (1)_____$25,000          
        (2)_____$50,000

      


      (3)_____$100,000         (4)_____$200,000

      


      5.
        Estimated joint gross income with spouse during current year exceeds
        $300,000

      


      (1)_____Yes                
         (2)_____No

      


      C.
        Net Worth

      


      1.
        Current net worth or joint net worth with spouse (note that “net worth” includes
        all of the assets owned by you and your spouse in excess of total liabilities,
        including the fair market value, less any mortgage, of your principal
        residence.)

      


      (1)_____$50,000-$100,000
        (2)_____$100,000-$250,000 (3)_____$250,000-$500,000

       

      (4)_____$500,000-$750,000
        (5)_____$750,000-$1,000,000 (6)_____over $1,000,000

      


      2.
        Current value of liquid assets (cash, freely marketable securities, cash
        surrender value of life insurance policies, and other items easily convertible
        into cash) is sufficient to provide for current needs and possible personal
        contingencies:

      


      (1)_____Yes                
        (2)_____No

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      D.
        Affiliation with the Company

      


      Are
        you a
        director or executive officer of the Company?

      


      (1)_____Yes                
        (2)_____No

      


      E.
        Investment Percentage of Net Worth

      


      If
        you
        expect to invest up to $200,000 in Shares, does your total purchase price
        exceed
        10% of your net worth at the time of sale, or joint net worth with your
        spouse.

      


      (1)_____Yes                
        (2)_____No

      


      F.
        Consistent Investment Strategy

      


      Is
        this
        investment consistent with your overall investment strategy?

      


      (1)_____Yes                
        (2)_____No

      


      G.
        Prospective Investor’s Representations

      


      The
        information contained in this Questionnaire is true and complete, and the
        undersigned understands that the Company and its counsel will rely on such
        information for the purpose of complying with all applicable securities laws
        as
        discussed above. The undersigned agrees to notify the Company promptly of
        any
        change in the foregoing information which may occur prior to any purchase
        by the
        undersigned of securities from the Company.

      


      Prospective
        Investor:


      


      
        	
                 

              	 	
                Date:________________,
                  2008

              
	
                Signature

              	 	 
	 	 	 
	 	 	 
	
                 

              	 	 
	
                Signature
                  (of joint purchase if purchase is to be

              	 
	
                made
                  as joint tenants or as tenants in common)

              	 


      

       

      
        
          
          

        

        
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